R. Madison Murphy
MURPHY OILAbout R. Madison Murphy
Independent director of Murphy Oil Corporation since 1993 (Chair of the Board, 1994–2002); age 67. Former Chief Financial and Administrative Officer (1990–1994) and VP Planning & Treasurer (1988–1990) at Murphy Oil. Currently President of The Murphy Foundation and owner of The Sumac Company, LLC, Arc Vineyards, and Presqu’ile Winery; serves as Chair of Murphy USA Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Murphy Oil Corporation | Chair of the Board | 1994–2002 | Led board during prior strategic cycles |
| Murphy Oil Corporation | Chief Financial & Administrative Officer | 1990–1994 | Corporate leadership, financial expertise |
| Murphy Oil Corporation | VP Planning & Treasurer | 1988–1990 | Planning, treasury oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Murphy USA Inc. | Chair | Not disclosed | Other public company directorship; El Dorado, Arkansas |
| The Murphy Foundation | President | Not disclosed | Foundation leadership |
| The Sumac Company, LLC | Owner | Not disclosed | Private business interests |
| Arc Vineyards | Owner | Not disclosed | Private business interests |
| Presqu’ile Winery | Owner | Not disclosed | Private business interests |
| BancorpSouth, Inc. | Former Director | Not disclosed | Prior public company board |
| Deltic Timber Corporation | Former Director | Not disclosed | Prior public company board |
Board Governance
- Committee assignments: Finance Committee (Chair); Health, Safety, Environment and Corporate Responsibility Committee (Member) .
- Independence: All directors other than the CEO deemed independent under NYSE rules; Nominating & Governance Committee considered familial relationships (Deming, Murphy, Keller are first cousins) in its independence review .
- Attendance: In 2024, Board met 6 times; committees met 5 (Audit), 4 (Compensation), 4 (Finance), 3 (Nominating & Governance), 3 (HSE&CR); all full-year 2024 nominees exceeded 75% attendance; all directors attended the 2024 annual meeting .
- Executive sessions: Independent Chair presides at no fewer than three non‑employee director meetings per year (Feb, Aug, Dec) .
Fixed Compensation
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard for non-employee directors |
| Committee Chair fee (Finance) | $20,000 | Audit/Comp/Finance Chairs at $20k; other committees $15k |
| Committee membership fee (Finance/Audit members) | $5,000 | Applies to non-chair members of Audit/Finance |
| 2024 Fees Earned (Murphy) | $110,021 | Reflects retainer and committee compensation |
| Other compensation (charitable match) | $15,000 | Company gift matching program |
| 2024 Total (Murphy) | $330,538 | Cash + stock award fair value + pension/deferral earnings + match |
| Director retirement plan status | Frozen (1994 Plan) | Only Mr. Murphy continues to be eligible for benefits under the frozen plan |
Performance Compensation
| Grant Type | Grant Date | Units | Grant Date Fair Value | Vesting | Deferral |
|---|---|---|---|---|---|
| RSU (annual) | Feb 7, 2024 | 5,268 | $200,026 | One-year cliff vest | No RSU deferral election disclosed for Murphy in 2024 (deferrals by Dickerson, Earley, Nolan, Sugg) |
| RSU (outstanding at 12/31/24) | — | 5,268 | — | — | — |
Notes:
- Directors may elect to defer cash compensation into the NED Deferred Compensation Plan; and may elect RSU settlement deferral; program terms disclosed, but Murphy not listed among 2024 RSU deferrals .
- Director equity is time-based only; no PSU/option awards to directors; dividend equivalents accrue and pay only if units vest .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) |
|---|---|---|
| Murphy USA Inc. | Chair | Not disclosed |
Interlocks/Considerations:
- Founding family presence: first-cousin relationships among Deming, Murphy, and Keller reviewed in independence process .
- No related party transactions requiring disclosure in 2024; governance guidelines require recusals for conflicts .
Expertise & Qualifications
- Corporate leadership and financial expertise from prior CFO/CAO and planning/treasury roles; former Board Chair; experience on public company boards (BancorpSouth, Deltic Timber); currently chairs Murphy USA .
- Brings corporate leadership and financial expertise; biography emphasizes “invaluable corporate leadership and financial expertise” .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Personal with full voting and investment power | 665,896 | Includes spousal/household holdings where applicable; beneficial ownership expressly disclaimed for certain family holdings elsewhere |
| Personal as beneficiary of trusts | 1,490,240 | Trust holdings; details disclosed in footnotes |
| Voting and investment power only | 915,394 | Includes 552,205 shares owned by The Murphy Foundation (President; beneficial ownership expressly disclaimed), 306,774 shares owned by The 2011 Murphy Family Trust, and 56,415 by The Suzanne and Madison Murphy Grandchildren’s Trust (beneficial ownership expressly disclaimed) |
| RSUs exercisable/settling within 60 days | 7,497 | Director RSUs count |
| Total beneficial ownership | 3,079,027 | 2.13% of outstanding shares |
Ownership alignment policies:
- Stock ownership guidelines require: 5x annual retainer for directors; all directors and NEOs in compliance in 2024 .
- Pledging prohibited until ownership targets met; hedging prohibited for directors, officers, and employees .
Governance Assessment
Strengths:
- Independent status affirmed under NYSE rules with explicit review of familial relationships; independent Chair with regular executive sessions enhances oversight .
- High attendance and active committee leadership (Finance Chair; HSE&CR member) suggest engagement in capital allocation, risk, and ESG oversight .
- Clear director pay structure with modest cash retainer and standardized equity, aligned near market median; availability of deferral options; strong clawback and anti-hedging/pledging policies .
Potential conflicts and risk indicators:
- Founding family ties (first cousins among three directors) can raise perceived conflict risk; however, independence was formally assessed and affirmed .
- Significant share influence via foundation/trust-related voting power (beneficial ownership disclaimed) may create perception of influence concentration; no related-party transactions disclosed in 2024 and recusal policy in place .
- Unique legacy benefit: Mr. Murphy remains eligible under the frozen 1994 Director Retirement Plan—non-standard for modern governance, though no ongoing accruals and plan frozen .
Director compensation mix and alignment:
- 2024 compensation: $110,021 cash; $200,026 equity grant; $5,491 change in pension/NQ deferral earnings; $15,000 charitable match; total $330,538, with equity representing a meaningful portion of pay to align with shareholders .
- Annual equity grants are time-based RSUs (one-year cliff), creating shareholder alignment without short-term performance gaming; directors may defer RSU settlement under the Director Plan .
Shareholder signals:
- Say-on-pay for NEOs received 98% approval in 2024—indirect signal of broader investor confidence in compensation governance .
Executive sessions, evaluations and charters:
- Annual board/committee self-evaluations; charters publicly available; risk oversight mapped across committees (Finance collaborates with Audit on hedging/FX) .
RED FLAGS (monitor):
- Family interlocks across the Board (Deming/Murphy/Keller first cousins)—monitor for recusals on decisions implicating family interests .
- Concentrated voting/investment power through foundation and family trusts (though beneficial ownership disclaimed)—monitor any transactions or governance decisions affecting these entities; none disclosed in 2024 .
- Legacy director retirement plan eligibility (frozen) unique to Mr. Murphy—modest but noteworthy nonstandard benefit .